SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
August 28, 2007

Ronald J. Packard
Chief Executive Officer
K12 Inc.
2300 Corporate Park Drive
Herndon, VA 20171

 Re: K12 Inc.
  Form S-1
  Filed July 27, 2007
  File No. 333-144894

Dear Mr. Packard:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. Please be advised that you should include the price range, the size of the offering,
and all other required information, such as selling shareholder information, in an amendment to your Form S-1 prior to any distribution of preliminary prospectuses
so that we may complete our review.  Note that we may have additional comments once you have provided this disc losure.  Therefore, please allow us
sufficient time to review your complete di sclosure prior to any distribution of
preliminary prospectuses.
2. Please provide us with copies of your artwork, if any, prio r to circulating
preliminary prospectuses.  Since we may have comments that could result in material revisions to your artwork, we suggest that you provide us with enough

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 2
time to finish commenting on your artwor k prior to circulating preliminary
prospectuses.  See Item VIII of the March 31, 2001 quarterly update to the Division of Corporation Fi nance’s “Current Issues and Rulemaking Projects
Outline.”
3. As soon as practicable, please furnish to us a statement as to whether or not the amount of compensation to be allowed or paid to the underwriter(s) has been cleared w ith the NASD.  Prior to the
effectiveness of this registration st atement, please provide us with a
copy of the letter or a call from th e NASD informing us that NASD has
no additional concerns.
4. We encourage you to file all exhibits with your next amendment or otherwise
furnish us drafts of your le gality opinion and underwrit ing agreement.  We must
review these documents before the registration statement is declared effective, and we may have additional comments.  Furthermore, we remind you to provide
us with sufficient time to review any requests for confiden tial treatment you may
be submitting in connection with the filing of your exhibits.
5. Please update the financial statements pursu ant to Rule 3-12 of Regulation S- X.
6. Provide an updated accountant`s consent with all amendments.
Prospectus Summary, page 1
7. We note that the text under the headings  “Our Company,” “Our Market,” “Our
Competitive Strengths,” and “Our Growth Strategy” is repeated verbatim under the same headings in the body of the prospectus.  Furthermore, you repeat
portions of your disclosure  under “Our Company” in la ter pages of the summary.
Please revise to limit this disclosure to a brief summary rather than the detailed disclosure you currently provide.   Refe r to Regulation S-K Item 503(a) and the
Instruction thereto.  We may have furt her comments once you have revised your
summary disclosure.
8. We note that you cite to third-party resear ch for information a nd statistics related
to your products and services and the ma rkets they serve.  Please provide us
marked copies of such third-party st atements, clearly cross-referencing a
statement with the underlying factual support.  Conf irm for us that these
documents are publicly available.  To the extent that any of these reports have
been specifically prepared for this filing, file a consent from the party.  Examples
needing support include the statements from the National Center for Education
Statistics and the Center for Education Re form referenced on pages two and three,
the study by the state of Ohio referen ced on page three, and the statistics
regarding performance of vi rtual public schools in Calif ornia (including your out-

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 3
performance of other providers) on page three.  These are merely examples.

Our Company, page 1
9. We note that you disclose in the first para graph your revenues from fiscal years
2004 to 2007.  To provide balance, also di sclose your net income (loss) for the
same periods and your accumulated deficit.
10. Please ensure that you provide sufficient support for statements in your summary
and throughout the prospectus regardi ng the performance of your products and
services.   For example, on page one and elsewhere you disclose that,
“approximately 97% of respondents stated that  they were either satisfied or very
satisfied with our curriculum…”  With a view to disclosu re, tell us in your
response letter the percentage of parent s who responded and the percentage of
respondents who indicated that  were satisfied with your curriculum versus the
percentage who were very satisfied with  your curriculum.  As other examples, on
page one and elsewhere you state that “the virtual public schools we serve
generally test near or above state averag es . . .,” on page four and elsewhere you
refer to “[y]our market-leading posit ion in the K-8 virtual public schools
position,” and on page five and elsewh ere you state that you “were able to
generate meaningful improvements in acad emic performance.”  These are merely
examples.
11. You note on pages two and three and elsewh ere in the prospectus your disclosure
that acceptance of online education is gr owing and that virtual public schools are
gaining acceptance.  We note that you pr ovided data as to the numbers of online
schools and virtual public schools as of recen t dates, but please revise to provide
additional support to demons trate the growth and ga in that you identify.
12. Please disclose the number of virtual public schools that you operate and the
number that you serve.  Disc lose the number of states  and school districts in
which the virtual public schools operate.
Risk Factors, page 10
Most of our revenues depend on adequate funding  of the virtual public schools we serve.
If these schools do not receive adequate funding . . ., page 10
13. So that investors may assess the likelihood and degree of the risk, please revise to
indicate whether or not your revenues ha ve been materially adversely affected by
past inadequate funding of the virtual publ ic schools that you serve or previously
served.  Additionally, please revise to provide additional detail about any material past payment delays and how they have affected your business.

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 4
The poor performance or misconduct of othe r virtual public school operators could
tarnish the reputation of all virtual pu blic school operators . . ., page 10
14. You note the media coverage and regul atory response to allegations of
misconduct by other virtual school operators.   So that investors may assess the
likelihood and degree of the risk, please re vise to indicate wh ether or not these
instances have, in the opinion of management, negatively affected the company’s business and, if so, how.
The operation of virtual public schools depe nds on the maintenance of the authorizing
charter . . ., page 11
15. So that investors may assess the likelihood and degree of the risk, please revise to
provide the percentage of your revenues derived from virtual schools operating under a charter and describe any past incidents, if any, where the risks described here have occurred.
Our contracts with the virtual public schools we serve are subject  to periodic renewal . . .,
page 13
16. So that investors may assess the likelihood and degree of the risk, please revise to
provide additional detail about  the company’s historical ability to renew existing
contracts and management’s expectations  regarding the renewal of material
contracts.
We generate significant revenues from f our virtual public schools . . ., page 13
17. Please revise to identify the four virtua l public schools you reference and the date
your contracts expire.

Our intellectual property ri ghts are valuable…, page 15
18. To provide context, briefly discuss what types of products, services, processes, software, etc. are covered by your  intellectual property rights.
If student performance falls or parent and student satisfaction d eclines, a significant
number of students may not remain enrolled . . ., page 19
19. You cite an example where increased enro llments caused failures to meet certain
standards of the No Child Left Behi nd Act during the 2005-2006 school year.
Please briefly indicate whether you believe  this incident negatively impacted
enrollment in the affected schools and, if so, how.

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 5
Cautionary Notice Regarding Forw ard-Looking Statements, page 24
20. Please remove your reference to the Privat e Securities Litigat ion Reform Act of
1995, as it does not apply to forward-l ooking statements that are made in
connection with an initial public offe ring.  See Section 27A(b)(2)(D) of the
Securities Act of 1933.

Use of Proceeds, page 25
21. Please revise to more specifically identify and quantify your intended use of the proceeds from this offering that will be used for working capital, capital expenditures and the development of new courses and product offerings.
Dilution, page 27
22. Please quantify the further dilution per sh are to new investors that will occur upon
exercise of any of your outstan ding stock options and warrants.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31
Key Aspects and Trends of  Our Operations, page 32
23. You state here and elsewhere that a si gnificant portion of your revenues come
from enrollments in virtual public school s.  Please quantify the portion of your
revenues that have historically come fr om virtual public schools as opposed to
your other products and services.  Discu ss and analyze in mo re detail any known
material trends and uncertainties rega rding the revenues from your different
products and services and management’s expectations regarding any such trends and uncertainties.
24. On page 33, you disclose that state and district per enrollment funding levels
generally increase at modest levels from year to year and that you expect that
trend to continue.  Please revise to di scuss in more detail the basis for that
expectation.
Results of Operations, page 40
25. Please quantify to the extent practicable the impact of each factor when multiple
factors contribute to material  fluctuations in line items.  Stating that line items
increased or decreased “primarily due to . . .” or that an increa se or decrease was
“partially offset by . . .” may not provide your investor s with sufficient
understanding of the factors that caused the change or how much of the change
was due to a particular factor.

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 6
26. Revise to address the reasons for the increase in deferred revenues.  In this regard, indicate how important the de ferred revenue has been in providing cash to finance
your operations.  Could customers elect to pa y on a monthly or quarterly basis?  If
so, discuss how this would impact your liquidity. Also, indicate if you record accounts receivable with an offsetting entry to deferred revenues.
27. We note the substantial reduction of enro llments in virtual public schools to
which you provide turnkey management se rvices after 2005.  We also note, on
page 33, that enrollments in schools to which you provide turnkey management services generate substantially more reve nues that enrollments in schools to which
you do not provide such services.  Please re vise to discuss in more detail the
reasons for, the effects of, the response to, and management’s future expectations
regarding this trend.
Liquidity and Capital Resources, page 44
28. We note on page 46 your belief that you have sufficient resources to meet
projected operating requirements and pla nned capital expenditures for at least the
next 12 months.  Please provide an assessm ent of the company’s ability to meet
its long-term liquidity n eeds and indicate whether you have considered your
growth strategy in making this assessment.  Note that we consider “long-term” to be the period in excess of the next twel ve months.  See Section III.C of Release
No. 33-6835 and footnote 43 of Release No. 33-8350.

Contractual obligations, page 47
29. Disclose if interest payments on debt ar e included in your contractual obligations
table.
Business, page 61
30. You note here and in your risk factor di sclosure that a signi ficant portion of your
revenues are derived from contracts with a small number of schools.  Please
identify schools that accounted for 10% or more of your revenues in your last fiscal year or any inter im period.  Refer to Regulation S-K Item 101(c)(1)(vii).
Provide any additional inform ation that would be materi al to investors, including,
but not limited to, whether any such schools are the subject of litigation or audits
discussed elsewhere in your disclosure and the material  terms of contracts with
such schools, including when and how such contracts are subject to renewal.  In
addition, discuss in more detail the exte nt to which your business relies on these
schools and any related material known  trends and uncertainties in your
management’s discussion and analysis.

Mr. Ronald J. Packard
K12 Inc.
August 28, 2007 Page 7
Competition, page 62
31. To the extent known, please revise to include a clear, concrete and quantitative
discussion of your relative market share in the material markets in which you operate.  If you are unable to provide ma rket share information, then please
disclose this fact and explai n the reason for that inability.

Regulation, page 65
32. Please identify the states in which you opera te and are subject to state regulation.
To the extent material, identify the stat es that have the pa rticular laws and
regulations you discuss.  Discuss the ex tent to which the virtual schools you
operate and/or serve have not complied with the applicable state and federal
regulations and whether the state and fe deral regulations have had a material
impact on your business.
Management, page 69
33. We note your disclosure on page 90 that your amended and restated certificate of
incorporation and bylaws will provide for a classified board of directors.  Please
disclose this fact here and identify which directors will serve in each class.

Board of Directors and Dire ctor Independence, page 72
34. Please revise to provide the disclosure required by Regulation S-K Item 407(a).
Compensation Discussion and Analysis, page 75
35. Please advise us why you only include two named executive officers in addition to your CEO and CFO.  If you believe you only have two additional executive officers (as you indicate in the table on page 69), please advi se us whether you
have considered the definition of exec utive officer in Rule 3b-7 under the
Exchange Act.  Alternatively, revise to include disclosure regarding one
additional named executive officer.  Refe r to Regulation S-K Item 402(a)(3)(iii)
and (iv).

Elements of Compensation, page 76
36. Please revise to quantify the speci